John Menzies plc
(the
“Company”)
Results
of Annual General Meeting (the
“AGM”)
The Company’s AGM was held today at 14:00. All resolutions (with
the exception of resolution 10 in the Notice of AGM) were voted on
by poll. Resolutions 1 to 13 (but not resolution 10) were duly
passed by the shareholders of the Company as ordinary resolutions.
Resolutions 15 and 16 were passed as special resolutions but
special resolutions 14 and 17 were not passed.
Following the Company’s announcement on 18th
May 2016 that the Chairman,
Iain Napier, was to step down
following the AGM, resolution 10, proposing his re-election, was
withdrawn.
Total votes received for each ordinary and special resolution
proposed at the AGM were as follows:
|
RESOLUTION |
VOTES
FOR* |
%AGE |
VOTES
AGAINST |
%AGE |
VOTES
TOTAL |
%AGE
of ISC VOTED** |
VOTES
WITHHELD*** |
| 1. To receive
the Annual Accounts of the Company for the financial year ended 31
December 2015, the Strategic Report and the Reports of the
Directors’ and Auditors thereon |
49,976,105 |
99.99 |
4,040 |
0.01 |
49,980,145 |
81.44% |
12,639 |
| 2. To approve
the Report on Directors’ Remuneration (excluding the Directors’
Remuneration Policy) as set out in the Annual Report and Accounts
for the financial year ended 31 December 2015 |
46,397,914 |
92.88 |
3,557,734 |
7.12 |
49,955,648 |
81.40% |
37,136 |
| 3. To declare a
final dividend of 11.8 pence per ordinary share in the Company for
the financial year ended 31 December 2015 |
49,991,380 |
100.00 |
0 |
0.00 |
49,991,380 |
81.45% |
1,404 |
| 4. To elect
Geoff Eaton as a director of the Company |
43,546,154 |
87.12 |
6,438,107 |
12.88 |
49,984,261 |
81.44% |
8,523 |
| 5. To elect
David Garman as a director of the Company |
44,445,493 |
89.06 |
5,462,334 |
10.94 |
49,907,827 |
81.32% |
84,957 |
| 6. To elect
Forsyth Black as a director of the Company |
46,329,152 |
92.83 |
3,578,669 |
7.17 |
49,907,821 |
81.32% |
84,963 |
| 7. To re-elect
Paula Bell as a director of the Company |
44,395,539 |
88.95 |
5,512,525 |
11.05 |
49,908,064 |
81.32% |
84,720 |
| 8. To re-elect
Silla Maizey as a director of the Company |
44,044,995 |
88.43 |
5,760,233 |
11.57 |
49,805,228 |
81.15% |
187,556 |
| 9. To re-elect
Dermot Jenkinson as a director of the Company |
44,368,863 |
88.90 |
5,539,084 |
11.10 |
49,907,947 |
81.32% |
84,837 |
| 10. |
WITHDRAWN |
| 11. To
re-appoint Ernst & Young LLP as the Company's auditors |
49,598,864 |
99.57 |
212,080 |
0.43 |
49,810,944 |
81.16% |
181,840 |
| 12. To
authorise the directors of the Company to fix the remuneration of
the Company’s auditors |
48,395,431 |
96.97 |
1,511,609 |
3.03 |
49,907,040 |
81.32% |
85,744 |
| 13. Authority
to allot ordinary shares in the Company |
44,691,109 |
89.56 |
5,211,022 |
10.44 |
49,902,131 |
81.31% |
10,653 |
| 14. Authority
to disapply pre-emption rights |
28,919,309 |
58.84 |
20,233,663 |
41.16 |
49,152,972 |
80.09% |
839,812 |
| 15. Purchase of
own ordinary shares by the Company |
49,879,119 |
99.95 |
23,231 |
0.05 |
49,902,350 |
81.31% |
90,434 |
| 16. Purchase of
own preference shares by the Company |
49,879,714 |
99.96 |
21,983 |
0.04 |
49,901,697 |
81.31% |
91,087 |
| 17. To call a
general meeting, other than an annual general meeting, on not less
than 14 clear days' notice |
27,700,998 |
55.41 |
22,291,185 |
44.59 |
49,992,183 |
81.46% |
601 |
* The votes of any proxy giving the Chairman discretion how to
vote have been included in the votes For a
resolution.
**The total number of ordinary shares in issue (excluding treasury
shares) and eligible to be voted on at the AGM was
61,373,410.
***A vote withheld is not a vote in law and is not counted in the
calculation of percentage of votes For and Against a
resolution.
The Company notes that a significant number of votes were cast
against resolution 14, which sought authority to disapply
pre-emption rights, and resolution 17, which sought authority to
call a general meeting, other than an annual general meeting, on
not less than 14 clear days’ notice. The Company will undertake a
detailed review of any feedback received on these resolutions to
ensure it fully understands the reasons behind the voting results
and allow it to understand shareholders’ concerns.
In accordance with Listing Rules 9.6.2R and 9.6.3R, a copy of
all resolutions, other than resolutions concerning ordinary
business, will be submitted to the National Storage Mechanism and
will shortly be available for inspection at
www.Hemscott.com/nsm.do.
If you require further information, please contact:
John Geddes
Group Company Secretary
John Menzies plc
+44 (0)131 459 8180